Revised October, 1995

NOTE: This form contract is a suggested guide only and use of this form or any variation thereof shall be at the sole discretion and risk of the user
parties. Users of the form contract or any portion or variation thereof are encouraged to seek the advice of counsel to ensure that their contract reflects
the complete agreement of the parties and applicable law. The International Association of Drilling Contractors disclaims any liability whatsoever
for loss or damages which may result from use of the form contract or portions or variations thereof.

THIS CONTRACT CONTAINS PROVISIONS RELATIVE TO INDEMNITY,

RELEASE OF LIABILITY, AND ALLOCATION OF RISK

OFFSHORE TURNKEY DRILLING CONTRACT - U.S.

THIS CONTRACT, dated the day of , 19 , i s ma d e

between ,

a corporation organized under the laws of , located at

(hereinafter called "Operator"), and ,

a corporation organized under the laws of , located at

(hereinafter called "Contractor").

WHEREAS, Operator desires to have a well drilled in the Operating Area and to have performed or carried out all
auxiliary operations and services as detailed in the Appendices hereto; and

WHEREAS, Contractor is willing to furnish the drilling vessel together with drilling and other equipment (hereinafter
called the "Drilling Unit"), insurance and personnel, all as detailed in the Appendices hereto for the purpose of drilling
said well and performing said auxiliary operations and services for Operator.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the covenants herein it is agreed
as follows:

ARTICLE I - INTERPRETATION

101. Definitions

In this Contract, unless the context otherwise requires:

(a) "Commencement Date" means the point in time that the Drilling Unit commences mobilization preparatory
to moving to the Designated Well location;

(b) "Operator's Items" means the equipment, material and services owned by Operator or which are listed in
Appendix D that are to be provided by or at the expense of Operator;

(c) "Contractor's Items" means the Drilling Unit, equipment, material, and services owned by Contractor or
which are listed in Appendices B and D that are to be provided by and at the expense of Contractor;

(d) "Contractor’s Personnel" means the personnel of Contractor and personnel of Contractor’s subcontractors
to be provided by Contractor from time to time in connection with operations hereunder;

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(e) "Operator’s Personnel" means the personnel of Operator, and personnel of Operator’s other contractors,
to be provided by Operator from time to time in connection with operations hereunder;

(f) "Operating Area" means that area of federal or state waters specified in Appendix A in which Operator is
entitled to conduct drilling operations;

(g) "Operating Base" means the place onshore designated by Contractor and specified in Appendix A;

(h) "Affiliated Company" means a company or other legal entity which controls or is controlled by Operator
or Contractor, or which is controlled by an entity which controls Operator or Contractor. For purposes
hereof, control means the ownership directly or indirectly of fifty percent (50%) or more of the shares or
voting rights in a company or legal entity;

(i) "Designated Well" means the well to be drilled in the Operating Area and specified in Appendix A;

(j) "Turnkey Depth" means the depth drilled as specified in Appendix A which is to be drilled on a Turnkey
Basis as defined in Paragraph 501.

102. Currency

In this Contract, all amounts expressed in dollars are United States Dollar amounts.

103. Conflicts

Appendices A, B, C, D, E, and F attached hereto are incorporated herein by reference. If any provision of the
Appendices conflicts with a provision in the body hereof, the latter shall prevail, except for Appendix A which shall
prevail.

104. Headings

The paragraph headings shall not be considered in interpreting the text of this Contract.

105. Further Assurances

Each party shall perform the acts and execute and deliver the documents and give the assurances necessary to give effect
to the provisions of this Contract.

106. Contractor's Status

Contractor in performing its obligations hereunder shall be an independent contractor.

107. Operator’s Status

The Operator enters into this Contract on behalf of itself and its co-venturers, if any, and agrees that the Operator and
only the Operator may enforce any obligation or rights herein contained expressed or implied to be for the benefit of the
Operator and/or the co-venturers and the Operator and only the Operator may commence any action, claim or
proceedings against Contractor resulting from, arising out of or in connection with this Contract.

108. Governing Law

This Contract shall be construed, governed, interpreted, enforced and litigated, and the relations between the
parties determined in accordance with the General Maritime Law of the United States of America, not including,
however, any of its conflicts of law rules which would direct or refer to the laws of another jurisdiction.

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ARTICLE II - TERM

201. Effective Date and Time for Commencement of Drilling

The parties shall be bound by this Contract effective as of the day and year first above written. Contractor shall
commence performance hereunder on or about the date specified in Appendix A or as soon as rig availability will permit
the scheduling and moving of a suitable rig of Contractor's choice to the location which has been specified by Operator.
Contractor shall use its best efforts to commence moving a rig to such location by said date, but Contractor shall have
no liability to Operator for delays in commencement of drilling operations.

Notwithstanding anything to the contrary contained in this Contract, if Operator fails for any reason (including, but not
limited to, Force Majeure) to permit Contractor to commence operations for the drilling of the Designated Well, not later
than thirty (30) days from the commencement date specified in Appendix A, Contractor may, at its option, elect to
terminate the Contract. In such event, said termination shall be deemed to be a termination by Operator and Contractor
shall be compensated as provided in Paragraph 904(a).

202. Duration

This Contract shall be, subject to Paragraph 203 below, for the time required to mobilize the Drilling Unit, to drill the
Designated Well, provide the turnkey services described in Appendix C, and demobilize the Drilling Unit.

203. Termination

This Contract shall terminate:

(a) as soon as drilling operations are completed and the Drilling Unit has been demobilized as provided in
Paragraph 708; or

(b) in accordance with Paragraphs 201, 510, 705, 901, 902 and 903.

204. Continuing Obligations

Notwithstanding the termination of this Contract, the parties shall continue to be bound by the provisions of this Contract
that reasonably require some action or forbearance after such termination.

205. Return of Operator's Items

Upon termination of operations, Contractor shall return to Operator on board the Drilling Unit, or as directed by Operator
at Operator's sole cost, any of Operator's Items which are at the time in Contractor's possession.

ARTICLE III - CONTRACTOR'S PERSONNEL

301. Number, Selection, Hours of Labor, and Remuneration

Except where herein otherwise provided, the number, selection, replacement, hours of labor, and remuneration of
Contractor's Personnel shall be determined by Contractor. Such employees or subcontractors shall be the employees or
subcontractors solely of Contractor.

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302. Contractor's Representative

Contractor shall nominate one of its personnel as contractor's representative who shall be in charge of the remainder of
Contractor's Personnel and who shall have full authority to resolve all day-to-day matters which arise between Operator
and Contractor.

ARTICLE IV - CONTRACTOR'S ITEMS

401. Obligation to Supply

Contractor shall provide Contractor's Items and Personnel and perform the services to be performed by it in accordance
with Appendices B and D.

402. Maintain Stocks

Contractor shall be responsible, at its cost, for maintaining adequate stock levels of Contractor's Items and replenishing
as necessary.

403. Maintain and Repair Equipment

Contractor shall, subject to Paragraphs 1001, 1003, and 1005, be responsible for the maintenance and repair of all
Contractor's Items and shall provide all spare parts and materials required thereby. Contractor shall, if requested by
Operator, also maintain or repair any of Operator's Items on board the Drilling Unit which Contractor is qualified to and
can maintain or repair with Contractor's normal complement of personnel and equipment on board the Drilling Unit;
provided, however, that Operator shall at its cost provide all spare parts and materials required to maintain or repair
Operator's Items, and the basic responsibility and liability for furnishing and maintaining such items shall remain with
Operator.

ARTICLE V - CONTRACTOR'S GENERAL OBLIGATION

501. Contractor's Standard of Performance

Contractor agrees to commence drilling operations on a Turnkey Basis, except as hereinafter provided, for the drilling
of the Designated Well to the Turnkey Depth set forth in Appendix A and turn said well over to Operator in a controlled
condition. Drilling operations will be conducted generally in accordance with the well program set forth in Appendix
C. For purposes hereof the term "Turnkey Basis" means Contractor shall furnish the equipment, labor, and perform
services as herein provided to drill a well, as specified by Operator, to the Turnkey Depth. Subject to the terms and
conditions hereof, payment to Contractor at a stipulated price is earned upon attaining such Turnkey Depth and
completion of the other turnkey obligations of Contractor hereunder. While drilling on a Turnkey Basis Contractor shall
direct, supervise, and control drilling operations and assumes certain liabilities to the extent specifically provided for
herein. Notwithstanding that this is a Turnkey Contract, Contractor and Operator recognize that certain portions of the
operations, as hereinafter designated, may be performed on a Daywork Basis. For purposes hereof the term "Daywork
Basis" means Contractor shall furnish equipment, labor, and perform services as herein provided, for a specified sum
per day under the direction and supervision of Operator (which term is deemed to include any employee, agent,
consultant, or subcontractor engaged by Operator to direct drilling operations). When operating on a Daywork Basis,
Contractor shall be fully paid at the applicable rates of payment notwithstanding any breach of representation or
warranty, either expressed or implied, or the negligence or fault of Contractor, its employees, agents or servants,
including sole and/or concurrent negligence, either active or passive, latent defects or unseaworthiness of vessels
(whether or not pre-existing), and any theory of tort, breach of contract, or strict liability, including defects or ruin of
premises either latent or patent. During daywork operations Contractor assumes only the obligations and liabilities stated
herein. Except for such obligations and liabilities specifically assumed by Contractor, Operator shall be solely
responsible and assumes liability for all consequences of operations by both parties while on a Daywork Basis, including
results and all other risks or liabilities incurred in or incident to such operations. EXCEPT AS OTHERWISE HEREIN

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PROVIDED, NEITHER PARTY MAKES ANY WARRANTY, EXPRESSED OR IMPLIED, AS TO THE

MERCHANTABILITY OR FITNESS OF ANY MATERIALS, SUPPLIES, OR EQUIPMENT FOR ANY PURPOSE.
NO WARRANTY OF WORKMANLIKE PERFORMANCE IS GIVEN BY EITHER PARTY BY VIRTUE OF THIS
AGREEMENT FOR ANY PERFORMANCE HEREUNDER.

502. Operation of Drilling Unit

Subject to Paragraph 605, Contractor shall be responsible for the operation of the Drilling Unit, including, supervising
moving operations and positioning on the drilling location. Operations under this Contract will be performed on a
twenty-four (24) hour per day basis.

503. Compliance with Operator's Instructions

Contractor shall comply with all instructions of Operator consistent with the provisions of this Contract, including,
without limitation, drilling, well control, and safety instructions. Such instructions shall, if Contractor so requires, be
confirmed in writing by the authorized representative of Operator. However, Operator shall not issue any instructions
which would be inconsistent with Contractor's rules, policies, or procedures pertaining to the safety of personnel,
equipment, or the Drilling Unit, or require Contractor to exceed the minimum or maximum water depth or maximum well
depth set forth in Appendix A.

504. Adverse Weather

Contractor shall decide when, in the face of impending adverse weather conditions, to institute precautionary measures
in order to safeguard the well, well equipment, Drilling Unit, and personnel to the fullest possible extent. Contractor
shall ensure that its senior representative then on board will not act unreasonably in the exercise of his discretion under
this Paragraph.

505. Drilling Fluids - Turnkey Basis

Contractor shall have the right to control the mud program and determine the type and character of drilling fluids
specified in Appendix C during the time that Contractor is performing work on a Turnkey Basis.

506. Drilling Fluids - Daywork Basis

During operations on a Daywork Basis, Operator shall have the right to control the mud program. The drilling fluids
must be of a type and have characteristics acceptable to Operator and be maintained by Contractor in accordance with
Operator specifications. The cost of maintaining the mud program while on daywork will be borne by Operator. No
change or modification of said specifications which increases Contractor's hazards or costs of performing its obligations
hereunder shall be made by Operator without consultation with and consent of Contractor. Operator shall have the right
to make any tests of the drilling fluids which may be necessary at Operator's expense.

507. Casing Program - Turnkey Basis

The casing program to be followed in the drilling of said well is set forth in Appendix C. Contractor shall drill a hole
of sufficient size to set at the approximate depth therein indicated the size of casing so specified. Contractor may modify
the casing program at its option provided the hole size at Turnkey Depth shall not be smaller than that specified in
Appendix A.

508. Casing Program - Daywork Basis

The setting of any string of casing below the Turnkey Depth and not specified as part of Contractor's turnkey obligation
shall be performed on a Daywork Basis under the direction of Operator, and Operator shall pay Contractor for all time
so consumed at the applicable daywork rate.

509. Records to be Kept by Contractor

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Contractor shall keep and furnish to Operator an accurate record of the work performed on the IADC-API Daily Drilling
Report Form or other form acceptable to Operator. A legible copy of said form signed by contractor's representative
shall be furnished by Contractor to Operator.

510. Difficulties During Drilling

Contractor, at its sole discretion, may abandon the Designated Well at any time; provided, however, the well will be
abandoned in a safe and controlled condition. In such event Contractor shall have the option to earn the Turnkey Price
by commencing operations for the drilling of a sidetrack or substitute well at a location agreeable to both parties within
thirty (30) days from the date Contractor abandoned the Designated Well. The right, but not the obligation, to sidetrack
or drill a substitute well shall be recurring. Any substitute well shall be drilled under the terms and conditions of this
Contract. It is understood that Contractor reserves the right to redesign and revise the well program in keeping with good
engineering and drilling practices if Contractor at its sole option elects to sidetrack or drill a substitute well. If Contractor
elects not to drill the Designated Well or a substitute well the only penalty for failure to do so shall be the failure to earn
the Turnkey Price to be paid hereunder, and Contractor shall be under no further obligation of any kind to Operator. In
addition to Contractor's right to terminate performance hereunder, Operator hereby expressly agrees to be responsible
for and hold harmless and indemnify Contractor from any claims, demands, and causes of action in favor of Operator,
Operator's joint interest owners, or other parties arising out of any drilling commitments or obligations contained in any
lease, farmout agreement, or other agreement which may be affected by such termination of performance hereunder.

511. Determination of Depth

Contractor shall measure the total length of drill pipe in service with a steel tape at the point where the Turnkey Depth
has been reached, and when requested by Operator, on a Daywork Basis, before setting casing or liner and after reaching
final depth.

512. Evaluation Time

Operator shall have a period of time, not to exceed that specified in Appendix A, from the time the last log run at
Turnkey Depth, as specified in Appendix C, is out of the hole to determine whether a string of casing or liner is to be
run or the well is to be plugged and abandoned.

513. Deviation

Contractor agrees to furnish equipment, workmen, and instruments to make slope tests as provided in Appendix C. All
such slope tests shall be made at Contractor's sole risk, cost, and expense until Turnkey Depth is reached. If, in the
opinion of Operator, it becomes advisable to obtain the use of an additional slope test instrument and accessory
equipment for the purpose of either checking previous readings or of determining the direction of the drift, the rental
charges therefor shall be paid by Operator, and the running of same shall be on a Daywork Basis. Should the hole at any
depth during the time Contractor is performing work on a Turnkey Basis, have a deviation from vertical in excess of the
limits prescribed in Appendix C, Contractor agrees to restore the hole to such limits either by conventional methods and
procedures while drilling ahead or by cementing off and redrilling. While operations are being performed on a Daywork
Basis, or after Turnkey Depth is reached, Contractor agrees to use its best efforts to maintain the straight hole
specifications, if any, set forth in Appendix C, but all risk and expense of maintaining such specifications or restoring
the hole to a condition suitable to Operator shall be assumed by Operator.

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514. Payment of Claims

Contractor agrees to pay all valid claims for labor, material, services, and supplies to be furnished by Contractor
hereunder, and agrees to allow no lien or charge to be fixed upon the lease, the well, or other property of Operator as
a result of claims pertaining to labor, material, services, and supplies furnished by Contractor.

515. Well Control Equipment

Subject to Article X, Contractor shall maintain its well control equipment listed in Appendices B and D in good condition
at all times and shall use all reasonable means to prevent and control fires and blowouts and to protect the hole.

516. Inspection of Materials Furnished by Operator

Contractor agrees to visually inspect all materials furnished by Operator before using same and to notify Operator of any
apparent defects therein. Contractor shall not be liable for any loss or damage resulting from the use of materials
furnished by Operator.

In the event Operator elects to provide casing, Operator shall notify Contractor prior to having the casing inspected in
order to allow Contractor, or its representative, to be present during inspection operations. Inspection services must be
approved by Contractor prior to inspection. Contractor reserves the right to reject inspection services and casing deemed
unsatisfactory by Contractor.

ARTICLE VI - OPERATOR'S OBLIGATION

601. Equipment and Personnel

Operator shall at its cost provide Operator's Items and Operator's Personnel and perform the services to be provided or
performed by it according to Appendix D. In addition to providing the initial supply of Operator's Items, Operator shall
be responsible, at its cost, for maintaining adequate stock levels and replenishing as necessary. When, at Operator's
request and with Contractor's agreement, Contractor furnishes or subcontracts for certain items which Operator is
required herein to provide, for purposes of this Contract said items or services shall be deemed to be Operator furnished
items or services. Any subcontractors so hired shall be deemed to be Operator's contractor, and Operator shall not be
relieved of any of its liabilities in connection therewith. For furnishing said items and services, Operator shall reimburse
Contractor its entire cost plus a handling charge as specified in Appendix A.

602. Maintenance and Repair

Operator shall be responsible, at its cost, for the maintenance and repair of all Operator's Items on board the Drilling Unit
which Contractor is not qualified to or cannot maintain or repair with Contractor's normal complement of personnel and
the equipment on board.

603. Operator Representatives

Operator may from time to time designate representatives for the purpose of this Contract who shall at all times have
access to the Drilling Unit and may, among other things, observe tests, examine cuttings and cores, inspect the work
performed by Contractor, or examine the records kept on the Drilling Unit by Contractor. Operator agrees that Operator's
Personnel shall be subject to Contractor's policies regarding prohibition of alcoholic beverages, controlled substances,
and contraband, including the right to conduct random searches and tests. Operator further agrees that Operator’s
Personnel who have duties which directly affect the safety operations under this Contract shall be subject to and in
compliance with applicable U.S. Coast Guard regulations with respect to drug and alcohol testing.

604. State or Local Tax Liability

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The rates of compensation set forth in this Contract exclude any excise, sales, use or ad valorem taxes or taxes of a
similar nature which may be imposed by any state, county or local municipality based upon the furnishing of the Drilling
Unit and services under this Contract. The amount of any such taxes which Contractor is legally liable to pay and does
pay shall be promptly reimbursed by Operator upon Contractor's submission to Operator of sufficient proof of payment
thereof. This paragraph shall not apply, however, to sales taxes applicable to other materials, supplies and equipment
purchased or rented by Contractor for the drilling operations contemplated herein.

605. Drilling Site and Access

Operator will be responsible for providing access to the Designated Well location, as well as selecting, marking and
clearing the location, or providing proper and sufficient certificates, including, without limitation, and if applicable, the
Certificate of Financial Responsibility required pursuant to the OCS Lands Act and/or the Oil Pollution Act of 1990
(OPA 90), as amended, permits or permission necessary to enter upon and operate on the drilling site, and for notifying
Contractor of any impediments or hazards to operations at location or within the anchor pattern, including any pipelines,
cables, boulders, mud filled depressions or faulty bottom conditions. Operator will also provide Contractor with soil and
sea bottom condition surveys at the Designated Well location adequate to satisfy Contractor's marine surveyor. In the
event the Drilling Unit is used over a platform, all surveys to determine the structural integrity of the platform will be
the responsibility of Operator. In the event of delay in the commencement of drilling due to such obstructions,
impediments and/or hazards, or due to moves of the Drilling Unit in order to achieve adequate and proper seabed
penetration and/or support, or any other delay due to denial of access to the location for any cause not within the control
of Contractor, Contractor shall be paid at the daywork rate set forth in Appendix A during the entire period of such delay,
plus the costs of any boats required by Contractor to move or re-position the Drilling Unit. Notwithstanding any other
provision of this Contract, should there be obstructions at or within the area of the drill site, including anchor pattern,
or faulty bottom conditions and these obstructions or faulty bottom conditions damage Contractor's Items, or Contractor's
Items damage these obstructions, or if seabed conditions prove unsatisfactory to properly support or moor the Drilling
Unit during operations hereunder, Operator will be responsible for and hold harmless and indemnify Contractor for all
resulting damage, including payment of the Standby Rate during required repairs to Contractor's Items and/or restoration
of the well, but Operator will receive credit for any physical damage insurance proceeds received by Contractor as a
result of any such damage to the Drilling Unit.

ARTICLE VII - COMPENSATION

701. Turnkey Price

When the Turnkey Depth has been reached and all other turnkey obligations set forth in Appendix C (excluding any
turnkey options as set forth in Paragraph 709 and Appendix C) have been performed on the Designated Well, Operator
shall pay Contractor the Turnkey Price set forth in Appendix A in accordance with Paragraph 801.

702. Operating Rate

Except as otherwise provided in this Contract, once Turnkey Depth has been reached and the turnkey obligations
completed, Operator shall pay Contractor the Operating Rate set forth in Appendix A until daywork operations are
complete and the Drilling Unit is in a floating position ready to be towed (excluding however all hours for which other
rates or fees are payable hereunder), notwithstanding any breach of representation or warranty, either expressed or
implied, or the negligence or fault of Contractor, its employees, agents or servants, including sole and/or concurrent
negligence, either active or passive, latent defects or unseaworthiness of vessels (whether or not pre-existing), and any
theory of tort, breach of contract, or strict liability, including defects or ruin of premises either latent or patent.

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703. Standby Rate

The Standby Rate specified in Appendix A will be payable as follows:

(a) during any period of delay when Contractor is unable to proceed because of adverse sea or weather
conditions or as a direct result of an act, instruction, or omission of Operator including, without limitation,
the failure of any of Operator's Items, or the failure of Operator to issue instructions, provide Operator
Items, or furnish services;

(b) during any repairs and/or delays attributable to the location as provided in Paragraph 605;

(c) when daywork operations are suspended to repair the Drilling Unit or other Contractor Items due to
blowout, fire, cratering, shifting or punch through at the drilling location, obstacles, or obstructions or the
consequences thereof;

(d) during any period of delay during which Contractor is loading or offloading Operator's Items; or

(e) during any period of evacuation of the Drilling Unit caused by adverse sea or weather conditions or other
hazardous conditions.

704. Rate During Repair

The Repair Rate specified in Appendix A will be payable for any daywork operations period in excess of the period
specified in Appendix A per occurrence during which operations are suspended to permit necessary replacement,
inspection, repair, or maintenance of Contractor's Items. Routine maintenance such as lubrication, packing of swivels,
changing of pump parts, slipping lines, drill string inspections and certification inspections, shall not be considered as
maintenance for purposes of this Paragraph.

705. Force Majeure Rate

The Force Majeure Rate specified in Appendix A will be payable during any period in which operations are not being
carried on because of Force Majeure as defined in Paragraph 1402, including all time required to restore the hole to the
same depth and condition which existed when the Force Majeure event occurred, up to a maximum of thirty (30)
consecutive days, after which and during the continuous existence of the Force Majeure condition no day rate will be
payable and the Contract may be terminated at the option of either party, subject to demobilization.

706. Daywork Operations

In addition to other work specified herein the following work performed by Contractor shall be on a Daywork Basis and
compensated by Operator at the Operating Rate:

(a) all work performed by Contractor, whether or not prior to reaching the Turnkey Depth, in an effort to
restore the hole to such depth and condition that further drilling or other operations may be conducted, in
the event of loss or damage to the hole as a result of any delay by Operator or the failure, at any time, of
materials or equipment furnished by Operator;

(b) all other work performed by Contractor at the request of Operator, regardless of depth, which is not
specified herein to be performed on a Turnkey Basis; or

(c) all time when Contractor, in accordance with the terms hereof, has suspended turnkey operations to prepare
for daywork operations, including all time required to restore the hole to the same depth and condition
which existed when turnkey operations were suspended.

707. Additional Payments

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Operator shall, in addition, pay to Contractor:

(a) the cost of any overtime paid by Contractor to Contractor's Personnel in respect of the maintenance or
repair on board the Drilling Unit of Operator's Items or other overtime required by Operator;

(b) all additional costs associated with waiting on Operator furnished transportation or for time in excess of
two hours in transit to or from the Drilling Unit, or as a direct result of an act, instruction or omission of
Operator while operations are on a Daywork Basis; and

(c) Contractor's costs associated with evacuations and accommodations of personnel caused by adverse sea
or weather or other hazardous conditions.

708. Mobilization and Demobilization

Operator will pay Contractor the Mobilization and the Demobilization Rates listed in Appendix A for (i) mobilizing
Contractor's Personnel and Contractor's Items to the Designated Well location and (ii) demobilizing said Personnel and
Items to the demobilization location specified in Appendix A or the next location as the case may be. Said Mobilization
and Demobilization Rates set forth in Appendix A will be payable in accordance with Paragraph 801.

709. Plug and Abandonment and Other Turnkey Options

Should Operator elect to abandon the Designated Well, Contractor shall plug and abandon the well according to
applicable rules and regulations, open hole plugs excepted. Should Operator elect any other turnkey options, Contractor
shall carry out such options according to Appendix C. Upon completion of such plug and abandonment or such other
turnkey options as may be set forth in Appendix C, Operator shall pay Contractor the corresponding turnkey option price
in accordance with Paragraph 801.

ARTICLE VIII - PAYMENT

801. Payment

All payments shall be made by wire transfer, or as otherwise agreed, to Contractor's bank account specified in Appendix
A and become due by Operator to Contractor as follows:

(a) Turnkey Basis: Payment becomes due for all turnkey services when Contractor completes the drilling to
Turnkey Depth and performs such other turnkey obligations as specified under this Contract. Payment for
such work shall be due and payable within the period specified in Appendix A, following receipt of invoice
by Operator.

(b) Daywork Basis: Payment for drilling and other work performed at daywork rates shall become due and
payable within the period specified in Appendix A, following receipt of invoice by Operator.

(c) Late Payment: Any sum or sums not paid within the time specified in Appendix A shall bear interest at the
rate specified in Appendix A or the maximum legal rate, whichever is less, from such date until paid.

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802. Attorney's Fees

If this Contract is placed in the hands of an attorney for collection of any sums due hereunder, or suit is brought on same,
or sums due hereunder are collected through bankruptcy or probate proceedings, then Operator agrees that reasonable
attorney’s fees and costs shall be added to the amount due.

803. Financial Guarantee

Prior to commencing operations under this Contract, Operator shall provide Contractor with a Letter of Credit from a
mutually acceptable bank or shall enter into a mutually acceptable Escrow Agreement in the amount of the Turnkey Price.
The Letter of Credit or Escrow Agreement shall be worded to make the proceeds payable to Contractor upon presentation
of a sight draft or other documents evidencing that the turnkey obligations have been completed.

ARTICLE IX - EARLY TERMINATION

901. By Operator

Notwithstanding the provisions of Paragraph 501 with respect to the depth to be drilled, Operator shall have the right
to direct the stoppage of work to be performed by Contractor hereunder at any time prior to reaching the Turnkey Depth,
even though Contractor has made no default hereunder. In such event, Operator shall be under no obligation to
Contractor except as set forth in Paragraph 904.

902. By Contractor

Notwithstanding the provisions of Paragraph 501 with respect to the depth to be drilled, should Operator fail to make
any payment when due in accordance with this Contract; should the Drilling Unit be lost or destroyed; or in the event
Operator shall become insolvent, be adjudicated bankrupt, or file by way of petition or answer a debtor's petition or other
pleading seeking adjustment of Operator's debts, under any bankruptcy or debtor's relief laws now or hereafter prevailing,
or if any such be filed against Operator; in case a receiver be appointed of Operator or Operator's property, or any part
thereof; or Operator's affairs be placed in the hands of a creditor's committee, Contractor may, at its option, elect to
terminate further performance of any work under this Contract and Contractor's right to compensation shall be set forth
in Paragraph 904 hereof. In addition to Contractor's right to terminate performance hereunder, Operator hereby expressly
agrees to be responsible for and hold harmless and indemnify Contractor from any claims, demands, and causes of action
in favor of Operator, Operator's co-venturers, or other parties arising out of any drilling commitments or obligations
contained in any lease, farmout agreement, or other agreement, which may be affected by such termination of
performance hereunder.

903. Due to High Mud Weight

For purposes of this Contract the maximum mud weight anticipated for safely drilling and tripping in the hole is specified
in Appendix A. If during such operations the mud weight requirement, in Contractor's sole opinion, exceeds that
anticipated, work shall immediately convert from a Turnkey Basis to a Daywork Basis. Contractor may, at its discretion,
cease drilling at any time if the mud weight exceeds that specified in Appendix A. In such event, Contractor's right to
compensation shall be as set forth in Paragraph 904(d).

904. Early Termination Compensation

(a) Prior to Spudding: In the event Operator terminates this Contract prior to spudding the well, Operator shall
pay Contractor as liquidated damages, and not as a penalty, the percentage of all expenses reasonably and
necessarily incurred and to be incurred by Contractor by reason of this Contract as specified in Appendix
A and by reason of the premature stoppage of work, plus the sum specified in Appendix A.

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 Revised October, 1995

(b) Subsequent to Spudding: If work is terminated by Operator after spudding the well, Operator shall pay
Contractor the Turnkey Price less the amount calculated pursuant to the proration formula specified in
Appendix A, plus payment for work performed at the applicable daywork rates.

(c) Force Majeure or Operator Insolvency: If work is terminated by Operator or Contractor due to conditions
set forth in Paragraphs 902 or 1402, Operator shall pay Contractor all expenses reasonably and necessarily
incurred and to be incurred by Contractor by reason of this Contract and by reason of the premature
termination of work plus the percentage of the amount of such expenses specified in Appendix A, such sum
not to exceed the Turnkey Price.

(d) High Mud Weight: If work is terminated due to conditions set forth in Paragraph 903, Operator shall pay
Contractor the Turnkey Price less the amount calculated pursuant to the proration formula specified in
Appendix A, less the cost of logs not run which were specified in Appendix C, plus payment for work
performed at the applicable daywork rates.

(e) Massive Salt/Basement Rock: If work is terminated due to encountering massive salt or basement rock
prior to reaching Turnkey Depth, Operator shall pay Contractor the Turnkey Price as specified in Appendix
A less the amount calculated pursuant to the proration formula specified in Appendix A less the cost of logs
not run which were specified in Appendix C, plus payment for work performed at the applicable daywork
rates.

(f) Loss of Hole: If work is terminated by either Operator or Contractor as a result of loss of or damage to the
hole while Contractor is working on a Daywork Basis prior to reaching Turnkey Depth, Operator shall pay
Contractor the Turnkey Price specified in Appendix A less the amount calculated pursuant to the proration
formula specified in Appendix A, less the cost of any logs not run which were specified in Appendix C,
plus payment for work performed at the applicable daywork rates.

ARTICLE X - LIABILITY

1001. Contractor's Surface Equipment

Regardless of whether the work is being performed on a Turnkey Basis or a Daywork Basis, Contractor shall at all times
be responsible for and hold harmless and indemnify Operator for damage to or destruction of Contractor's surface
equipment, and Operator shall be under no liability to reimburse Contractor for any such loss except for such loss or
damage provided in Paragraphs 605 and 1005.

1002. Contractor's In-Hole and Subsea Equipment - Turnkey Basis

While work is being performed on a Turnkey Basis, Contractor shall at all times be responsible for and hold harmless
and indemnify Operator for damage to or destruction of Contractor's in-hole and subsea equipment including, but not
limited to, drill pipe, drill collars, tool joints, anchors, chains, BOP and riser, and Operator shall be under no liability
to reimburse Contractor for any such loss or damage except as provided in Paragraph 605.

1003. Contractor's In-Hole and Subsea Equipment - Daywork Basis

While work is being performed on a Daywork Basis, Operator shall at all times be responsible for and hold harmless and
indemnify Contractor for damage to or destruction of Contractor's in-hole and subsea equipment including, but not
limited to, drill pipe, drill collars, tool joints, anchors, chains, BOP and riser, and Operator shall reimburse Contractor
for the value of any such loss or damage. The value of such equipment shall be determined by agreement between
Contractor and Operator as current repair cost or the current new replacement cost of such equipment delivered to the
Designated Well location.

1004. Contractor's Items - Environmental Loss or Damage - Turnkey Basis

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 Revised October, 1995

While work is being performed on a Turnkey Basis, Contractor shall at all times be responsible for and hold harmless
and indemnify Operator for damage to or destruction of Contractor's Items caused by exposure to highly corrosive,
radioactive or other destructive elements, including those introduced into the drilling fluid while drilling on a Turnkey
Basis.

1005. Contractor's Items - Environmental Loss or Damage - Daywork Basis

Notwithstanding the provisions of Paragraph 1001 above, while work is being performed on a Daywork Basis, Operator
shall at all times be responsible for and hold harmless and indemnify Contractor for damage to or destruction of
Contractor's Items caused by exposure to highly corrosive, radioactive or other destructive elements, including those
introduced into the drilling fluid while drilling on a Daywork Basis.

1006. Operator's Items and Property

Operator shall at all times be responsible for and hold harmless and indemnify Contractor for damage to or destruction
of Operator's Items and property including but not limited to casing, tubing, wellhead equipment, and platform, if
applicable, and Contractor shall be under no liability to reimburse Operator for any such loss or damage.

1007. Contractor's Personnel

Contractor shall be responsible for and hold harmless and indemnify Operator from and against all claims, demands, and
causes of action of every kind and character arising in connection herewith in favor of Contractor's Personnel and
Contractor's invitees, on account of bodily injury, death, or damage to their property.

1008. Operator's Personnel

Operator shall be responsible for and hold harmless and indemnify Contractor from and against all claims, demands, and
causes of action of every kind and character arising in connection herewith in favor of Operator's Personnel and
Operator's invitees, on account of bodily injury, death, or damage to their property.

1009. The Hole - Turnkey Basis

Subject to the provisions hereof, should a fire or blowout occur or should the hole for any cause attributable to
Contractor's operations be lost or damaged while Contractor is engaged in the performance of work hereunder on a
Turnkey Basis which precludes Contractor from drilling to Turnkey Depth, Contractor shall, at Contractor's option,
either:

(a) commence a new well without delay at Contractor's cost; the right to drill a substitute well shall be
recurring, and the drilling of the new well shall be conducted under the terms and conditions of this
Contract as though it were the first well, or

(b) abandon the well, giving Operator notice of Contractor's intent and, in such case, Contractor shall not be
entitled to any portion of the Turnkey Price. If Contractor elects to abandon the well, the cost to plug and
abandon will be at Contractor's expense.

In either case, Contractor shall not be entitled to any payment or compensation for expenditures made or incurred by
Contractor on or in connection with the abandoned well(s), except for daywork earned for which Contractor would have
been compensated had such well not been junked and abandoned.

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 Revised October, 1995

1010. The Hole and Well Control - Daywork Basis

In the event the hole should be lost or damaged while Contractor is working on a Daywork Basis, Operator shall be
responsible for and hold harmless and indemnify Contractor for such damage to or loss of the well, including the casing
therein, as well as for cost of control of any wild well.

1011. Pollution, Contamination and Well Control - Turnkey Basis

Except as hereinafter provided, the responsibility for pollution and contamination which occurs while operations are
being conducted on a Turnkey Basis shall be as follows:

(a) Contractor shall be responsible for and hold harmless and indemnify Operator from and against all claims,
demands, or causes of action of every kind and character arising in connection herewith for control and
removal of pollution or contamination which originates from spills, leaks or discharges of fuel, lubricants,
motor oils, pipe dope, paints, solvents, garbage, seepage, or any other liquid or solid whatsoever in the
possession and control of Contractor, except such pollution or contamination that may be caused by
Operator or Operator's Personnel, agents or representatives.

(b) Contractor shall be responsible for and hold harmless and indemnify Operator against all claims, demands,
and causes of action of every kind and character arising from a blowout, loss of well control, or seepage
of underground fluids. In the event of a blowout or well out of control, Contractor assumes liability for
control of such well and/or the drilling of a relief well or wells. Contractor's maximum liability under this
Paragraph 1011 shall not, however, exceed the amount of Contractor's Well Control Insurance as provided
for in Appendix E, Part VI, including lost rig time. For the purposes of this Contract, where a series of
and/or several losses occur which are attributable directly or indirectly to one accident, event, or cause, all
such losses shall be added together and the total amount of such losses shall be treated as one occurrence
irrespective of the period or area over which the losses occur. Operator shall be responsible for and hold
harmless and indemnify Contractor for all costs and expenses arising under this Paragraph 1011 in excess
of Contractor's Well Control Insurance as provided for in Appendix E, Part VI.

The liability assumed by Contractor under this Paragraph 1011 shall in no event extend to claims, demands, suits or
causes of action of any kind or character which arise out of or as a result of any accident or event which occurs at any
time after Contractor has completed the turnkey obligations, has turned the Designated Well over to Operator, or
Operator has taken over the operations. In such event Operator shall be responsible for and hold harmless and indemnify
Contractor from and against any and all such claims, demands, suits and causes of action.

1012. Pollution and Contamination - Daywork Basis

Notwithstanding anything to the contrary contained herein, the responsibility for pollution or contamination which occurs
while operations are being conducted on a Daywork Basis shall be as follows:

(a) Contractor shall be responsible for and hold harmless and indemnify Operator for control and removal of
pollution or contamination which originates above the surface of the water from spills of oils, lubricants,
motor oils, normal water base drilling fluid and attendant cuttings, pipe dope, paints, solvents, ballast,
bilge, and garbage wholly in Contractor's possession and control and directly associated with Contractor's
equipment and facilities. For purposes hereof the term "normal water base drilling fluid" means drilling
fluid which does not exceed toxicity limits specified for Gulf of Mexico discharges by the Environmental
Protection Agency.

(b) Operator shall be responsible for and hold harmless and indemnify Contractor against all claims, demands,
and causes of action of every kind and character (including control and removal of the pollutant involved)
arising directly or indirectly from all pollution or contamination (including radioactive contamination),
other than that described in Paragraph 1012(a) above, which may occur as a result of operations hereunder,
including, but not limited to, that which may result from fire, blowout, cratering, seepage, or any other

Page 14
 Revised October, 1995

uncontrolled flow of oil, gas, water, or other substance, as well as the use of or disposition of radioactive
sources, oil emulsion, oil based or chemically treated drilling fluids and attendant cuttings, not meeting
Environmental Protection Agency Gulf of Mexico discharge standards, lost circulation and fish recovery
materials and fluids.

1013. Pollution - Third Party Acts

In the event a third party commits an act or omission which results in pollution or contamination for which either
Contractor or Operator, for whom such party is performing work, is held to be legally liable, the responsibility therefor
shall be considered, as between Contractor and Operator, to be the same as if the party for whom the work was performed
had performed the same and all of the obligations and limitations set forth in Paragraphs 1011 and 1012 above, shall be
specifically applied.

1014. Underground Damage

Operator agrees to be responsible for and hold harmless and indemnify Contractor for any and all claims resulting from
operations under this Contract on account of injury to, destruction of, loss or impairment of any property right in or to
oil, gas or other mineral substance or water, and for any loss or damage to any formation, strata, or reservoir beneath the
surface of the earth.

1015. Patent Liability

Contractor shall be responsible for and shall hold harmless and indemnify Operator against any and all loss or liability
arising from infringement of patents of the United States covering equipment furnished by Contractor. Operator shall
be responsible for and shall hold harmless and indemnify Contractor against any and all loss or liability arising from
infringement or alleged infringements of patents covering the property, equipment, methods, or processes furnished or
directed by Operator.

1016. Termination of Liability

When Contractor has complied with all obligations of this Contract, Operator shall thereafter be responsible for and hold
harmless and indemnify Contractor for damage to property, personal injury, or death of any person which occurs as a
result of condition of the well or location and Contractor shall be relieved of such liability; provided, however, if
Contractor shall subsequently reenter upon the location for any reason, including removal of the Drilling Unit, any term
of the Contract relating to such reentry activity shall become applicable during such period.

1017. Consequential Damages

Each party shall be responsible for and hold harmless and indemnify the other party from and against its own special,
indirect, or consequential damages resulting from or arising out of this Contract, including, without limitation, loss of
profits, loss or delay of production, or business interruptions, however same may be caused.

1018. Indemnity Obligations

(a) The parties intend and agree that the phrase "be responsible for and hold harmless and indemnify" in
Paragraphs 510, 605, 902 and 1001 through 1017 hereof means that the indemnifying party shall release,
indemnify, hold harmless, and defend (including payment of reasonable attorney's fees and costs of
litigation) the indemnified party from and against any and all claims, demands, causes of action, damages,
judgments, and awards of any kind or character, without limit (except as provided in Paragraph 1011) and
without regard to the cause or causes thereof, including pre-existing conditions, whether such conditions
be patent or latent, latent defects or the unseaworthiness of any vessel or vessels, breach of representation
or warranty (express or implied), any theory of tort, breach of contract or strict liability, or the negligence
of any person or persons, including that of the indemnified party, whether such negligence be sole, joint,
or concurrent, active, passive, or gross.

Page 15
 Revised October, 1995

(b) An indemnifying party's obligations contained in this Contract shall also extend to the indemnified party
and its Affiliated Companies and the officers, directors, employees, agents, owners, shareholders, and
insurers of each and to actions in rem or in personam.

1019. Extension of Indemnities

As part of the consideration of this Contract, the parties hereby agree that the indemnities granted by either party under
this Contract shall extend to and be enforceable by and/or for the benefit of the indemnitee’s contractors or
subcontractors employed to perform services which are required or provided under this Contract.

1020. General Intent

The parties recognize that the performance of well drilling, workover and associated activities such as those to be
performed under this Contract have resulted in bodily injury, death, damage or loss of property, well loss or damage,
pollution, loss of well control, reservoir damage and other losses and liabilities. It is the intention of the parties hereto
that the provisions of this Article X and Paragraphs 510, 605 and 902 shall exclusively govern the allocation of risks and
liabilities of said parties without regard to cause (as more particularly specified in Paragraph 1018), it being
acknowledged that the compensation payable to Contractor as specified herein has been based upon the express
understanding that risks and liabilities shall be determined in accordance with the provisions of this Contract.

ARTICLE XI - INSURANCE

1101. Contractor's Insurance

Contractor shall carry and maintain, or cause its subcontractors to carry and maintain, insurance coverages of the type
and in the amounts set forth in Appendix E, covering only those liabilities specifically assumed by Contractor under this
Contract. All references in this Contract to "insurance" of Contractor shall mean such insurance as set forth in
Appendix E. Contractor shall have the right to self-insure any or all of that portion of insurance relating to loss or
damage to Contractor's assets.

1102. Certificates

Contractor will furnish Operator, on request, with certificates indicating that the required insurance is in full force and
effect and that the same shall not be canceled or materially and adversely changed without ten (10) days written notice
to Operator.

1103. Subrogation

For liabilities assumed hereunder by Contractor, its insurance shall be endorsed to provide that underwriters waive their
right of subrogation against Operator, its Affiliated Companies and co-venturers, and employees of each. Operator will,
as well, cause its insurer to waive subrogation against Contractor and Contractor's Affiliated Companies and employees
of each for liabilities it assumes.

1104. Additional Insured

Contractor shall name Operator as additional insured, where permitted, under its policies of insurance, but only with
respect to liabilities assumed by Contractor under this Contract. Operator shall name Contractor as additional insured,
where permitted, under its policies of insurance, but only with respect to liabilities assumed by Operator under this
Contract.

ARTICLE XII - SUBLETTING AND ASSIGNMENT

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 Revised October, 1995

1201. Subcontracts

Operator may employ other contractors to perform any of the operations or services to be provided or performed by it.

Contractor may employ other contractors to perform any of the operations or services to be provided or performed by
it.

1202. Assignment

Neither party may assign this Contract other than to an Affiliated Company without the prior written consent of the other,
and prompt notice of any such intent to assign shall be given to the other party. In the event of such assignment, the
assigning party shall remain liable to the other party as a guarantor of the performance by the assignee of the terms of
this Contract. If any assignment is made that increases Contractor's financial burden, Contractor's compensation shall
be adjusted to give effect to any increase in Contractor's operating costs or taxes.

ARTICLE XIII - NOTICES

1301. Notices

Notices, reports, and other communications required or permitted by this Contract to be given or sent by one party to
the other shall be delivered by hand, mailed or telecopied to the address as specified in Appendix A. Either party may
by notice to the other party change its address. Notices shall be effective upon receipt.

ARTICLE XIV - GENERAL

1401. Confidential Information

Upon written request of Operator, all information relating to the well obtained by Contractor in the conduct of operations
hereunder shall be held confidential by Contractor who will use the same degree of care it uses in safeguarding its own
confidential information.

1402. Force Majeure

Except as otherwise provided in this Paragraph 1402, each party to this Contract shall be excused from complying with
the terms of this Contract, except for the payment of monies when due, if and for so long as such compliance is hindered
or prevented by riots, strikes, wars (declared or undeclared), insurrection, rebellions, terrorist acts, civil disturbances,
dispositions or order of governmental authority, whether such authority be actual or assumed, acts of God, action of the
elements, water conditions, inability to obtain equipment, supplies or fuel, or by any act or cause (other than financial
distress or inability to pay debts when due) which is reasonably beyond the control of such party, such cause being herein
sometimes called "Force Majeure." In the event that either party hereto is rendered unable, wholly or in part, by any of
these causes to carry out its obligation under this Contract, such party shall give notice and details of Force Majeure in
writing to the other party as promptly as possible after its occurrence. In such cases, the obligations of the party giving
the notice shall be suspended during the continuance of any inability so caused except that Operator shall be obliged to
pay to Contractor the Force Majeure Rate provided for in Paragraph 705.

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 Revised October, 1995

1403. Compliance with Laws

Each party hereto agrees to comply with all laws, rules, and regulations of any federal, state, or local government
authority which are now or may become applicable to that party's operations covered by or arising out of the performance
of this Contract. When required by law, the terms of Appendix F shall apply to this Contract. In the event any provision
of this Contract is inconsistent with or contrary to any applicable federal, state, or local law, rule, or regulation, said
provision shall be deemed to be modified to the extent required to comply with said law, rule, or regulation, and as so
modified said provision and this Contract shall continue in full force and effect. If any act or omission by Contractor
in response to Operator's explicit instruction violates such law, Operator shall indemnify Contractor from and against
any consequences thereof.

1404. Waivers

It is fully understood and agreed that none of the requirements of this Contract shall be considered as waived by either
party unless the same is done in writing, and then only by the persons executing this Contract, or other duly authorized
agent or representative of the party.

1405. Entire Agreement

This Contract supersedes and replaces any oral or written communications heretofore made between the parties relating
to the subject matter hereof. No variations hereto shall be valid unless in writing and executed by the parties.

1406. Enurement

This Contract shall enure to the benefit of and be binding upon the successors and assigns of the parties.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS CONTRACT EFFECTIVE ON THE DAY
AND YEAR FIRST ABOVE WRITTEN.

OPERATOR:

BY:

TITLE:

CONTRACTOR:

BY:

TITLE:

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 Revised October, 1995

APPENDIX A

Attached to and incorporated as a part of that certain Contract dated .

Par. Nos.:

101 (f) Operating Area:

101 (g) Operating Base:

101 (i) Designated Well:

101 (j) Turnkey Depth:

201 Commencement of Drilling:

503 Minimum Water Depth:

Maximum Water Depth:

Maximum Well Depth:

507 Hole Size at Turnkey Depth:

512 Evaluation Time:

601 Handling Charge: %

701 Turnkey Price:

702 Operating Rate: $ per day

703 Standby Rate: $ per day

704 Repair Rate: $ per day

Repair Time at Prior

Applicable Rate: hours per occurrence

705 Force Majeure Rate: $ per day

708 Mobilization Rate: $

Demobilization Rate: $

Demobilization Location:

Page A-1
 Revised October, 1995

709 Turnkey Options

Optional Logging:

Optional Temporary
Plug and Abandon:

Optional Plug and Abandon:

Optional Production Casing:

Other:

801 Address for Payment:

Acct. No.

801 (a)&(b) Payment Due Date: Turnkey within days

Daywork within days

801 (c) Interest Rate on Late

Payments: per annum

903 Maximum Mud Weight:

904 Early Termination Compensation to apply under the following Contract Paragraphs:

Paragraph 904(a): %

Paragraph 904(c): %

Paragraph 904(b),(d),(e)&(f): Reduction in Turnkey Price to be based on the following formula:

R = (A-B)/A x (.33) x TP

Where:

R = Reduction in Turnkey Price

A = Turnkey Depth minus surface casing point
B = Depth reached minus surface casing point
TP = Turnkey Price

1301 Address for Notices:

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 Revised October, 1995

Operator:

Telecopier:

Attention:

Contractor:

Telecopier:

Attention:

Page A-3
 Revised October, 1995

APPENDIX B

DRILLING UNIT AND EQUIPMENT TO BE PROVIDED BY CONTRACTOR.

I. Drilling Unit Description

II. Equipment Inventory

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 Revised October, 1995

APPENDIX C

WELL PROGRAM

Attached to and incorporated as a part of that certain Contract dated __________________________. The following
details the general well prognosis and specifies Contractor's turnkey obligations.

1. Casing Program

Approximate
Casing Size Weight Grade Setting Depth

Drive Pipe in. lbs./ft. ft.

Conductor in. lbs./ft. ft.
Surface in. lbs./ft. ft.
Protection in. lbs./ft. ft.
Liner in. lbs./ft. ft.
Liner in. lbs./ft. ft.
Production in. lbs./ft. ft.

2. Cementing Specifications

Type Cement Volume

Conductor
Surface
Protection
Liner
Liner
Production

3. Straight Hole Specifications

Maximum Distance Maximum Deviation

Between Surveys, From Vertical, Maximum Change of
From To Feet Degrees Inclination per 100'

Location of well bore at feet shall be

Page C-1
 Revised October, 1995

4. Mud Control Program

Depth Interval
(ft.) Weight Viscosity Water Loss
From To Type Mud (lbs./gal) (secs) (cc)

Other mud specifications:

5. Logging Services

Type Log Company Depth to be Run

ft. to ft.
ft. to ft.
ft. to ft.
ft. to ft.

6. Turnkey Options

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Turnkey Daywork

APPENDIX D

CHECKLIST OF CONTRACTOR'S AND OPERATOR'S OBLIGATIONS

Category

Furnished by Contractor, paid by Contractor 1

Furnished by Contractor, paid by Operator, plus handling charge 2

Furnished by Contractor, paid by Operator, no handling charge 3

Furnished by Operator, paid by Operator 4

Turnkey Daywork

1. Contractor's Items as set forth in Appendix B. 1 1

2. Except as otherwise specified, maintenance and repair including repair

parts of Contractor's Items. 1 1

3. Maintenance and repair including repair parts of Operator's Items except

as provided in Paragraph 403. 4 4

4. All charges relative to acquisition, shipping, and transportation (except

charges as provided in Item 74) of all Contractor’s Items required as
replacements or spare parts. 1 1

5. Contractor's Personnel including replacement, subsistence, insurance,

wages, benefits, and all other costs related thereto. 1 1

6. Extra personnel in excess of the normal complement of personnel when

requested in writing by Operator. N/A 3

7. Overtime beyond normal work schedule for Contractor's Personnel when

requested in writing by Operator. N/A 3

8. Required licenses, permits, certificates of financial responsibility and

clearances to enter upon and depart from drilling location,
pursuant to Paragraph 605. 4 4

9. Surveying service and marker buoys to mark drilling location. 4 4

10. Sea floor surveys required by Contractor's marine surveyor. 4 4

11. Sea bottom coring services at the drilling location if required by

Contractor. 3 3

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Turnkey Daywork

12. Fuel, oil, greases, lubes and hydraulic fluid for Contractor's Items:

a. Fuel; 1 1

b. Oil, greases, lubes and hydraulic fluid. 1 1

13. Fuel, oil, greases, lubes and hydraulic fluid for Operator's Items:

a. Fuel; 1 1

b. Oil, greases, lubes and hydraulic fluid. 4 4

14. Water for drilling and cementing and excess potable water, if required. 1 1

15. Drilling fluid and additives including lost circulation material. 1 4

16. Mud logging services. 1 4

17. Normal welding services required on Operator's Items to the extent

available from Contractor's Personnel. 1 1

18. Welding materials used on Operator's Items. 1 2

19. Pneumatic hoses between supply vessels and Drilling Unit for unloading fuel
water, bulk cement and mud materials including repair and replacement of same:

a. Initial hoses; 1 1

b. All replacements. 1 2

20. Mooring system between supply vessels and Drilling Unit including repair
and replacement:

a. Initial; 1 1

b. All replacements. 1 2

21. Cargo baskets for use in transporting Contractor's Items to and from supply
vessels. 1 4

22. Cargo baskets for use in transporting Operator's Items to and from supply
vessels. 1 4

23. Towing service for all Drilling Unit moves, as approved by Contractor’s
insurance underwriters (except as provided in Paragraph 605). 1 4

24. Towing horsepower required in addition to supply vessels. 1 4

25. Anchor setting and retrieving with marine vessels including anchor handling
crews if required. 1 1

26. Additional anchors and buoy lines, if required, including all repairs and

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Turnkey Daywork

replacement. 1 3

27. Inspection of Contractor's drill pipe, drill collars and other in-hole
equipment according to API standards before operations commence
under this Contract, if required. 1 1

28. Inspection of Contractor's drill pipe, drill collars and other in-hole
equipment according to API standards after operations commence
under this Contract at reasonable intervals requested by Operator. 2 4

29. Kelly saver-sub rubbers and replacements for kellys furnished by Contractor. 1 1

30. Drill pipe wipers. 1 1

31. Fishing tools other than provided by Contractor as set forth in Appendix B. N/A 4

32. Repair and/or replacement parts for Contractor furnished fishing tools. 1 3

33. Drilling bits, stabilizers, hole openers, reamers, under-reamers, well scrapers
drilling bumper subs, drilling safety joints, hydraulic drilling jars, and other
special in-hole equipment, including replacement parts and repairs for same. 1 4

34. Directional surveying equipment and service. 1 4

35. Deflection drilling tools and service. 1 4

36. Drill pipe, drill collars and handling tools other than those specified in
Appendix B. 1 4

37. Blowout prevention equipment other than as listed in Appendix B. 1 4

38. Wellhead equipment and supplies. 1 4

39. Tubular goods, hangers, packers and accessories. 1 4

40. Casing shoes, float collars, baskets, centralizers, scratchers, scrapers,

baffles and other casing accessories. 1 4

41. Casing tools for casing and all repairs and replacements, if used. 1 3

42. Tubing tools, including slips, elevators, power tongs (or jaws for Contractor’s
power tongs), wrenches, and tubing pipe wipers. 1 4

43. Swabbing equipment, including lubricator, swab valve, swabs, oil savers,
sinker bars, rope sockets and jars, if required (except sand line). N/A 4

44. Swab rubbers and oil saver rubbers. N/A 4

45. Core barrels and handling tools. 4 4

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Turnkey Daywork

46. Core heads and core catchers. 4 4

47. Wireline logging unit, maintenance of unit and logging services. 1 4

48. Wireline formation testing and sidewall sampling equipment and services. 1 4

49. Drill stem test equipment and services. 1 4

50. Gun and perforating services. N/A 4

51. Cement and cementing services. 1 4

52. Cementing Unit. 1 1

Note: If Operator uses the services of a cementing service

company other than the owner of the cementing unit, any charges
imposed upon Contractor by the owner of the cementing unit as
consequences thereof shall be for the Operator's account.

53. Repair and maintenance of Contractor furnished cementing unit. 1 3

54. Labor to install servicing equipment by Operator aboard the Drilling Unit
and for later removal, if required, including, but not limited to:
Cementing Unit
Wireline Logging Unit
Mud Logging Unit
Diving Equipment
Well Testing System. N/A 4

55. Supplies and materials to install Operator’s Items. N/A 4

56. Well testing system complete with separators, heaters, gas vents, metering,
piping and valves, oil and/or gas burner, necessary booms, piping igniters,
fabrication and installation. N/A 4

57. Test tanks for well fluid. N/A 4

58. Administrative center including offices, office furniture, equipment and

supplies for Contractor's Personnel, warehousing and storage yard at
Operating Base for Contractor's Items, if required. 1 4

59. Administrative center including offices, office furniture, equipment and

supplies for Operator's Personnel, warehousing and storage yard facilities
for Operator's Items. 4 4

60. Port facilities, and dockside area in vicinity of Operating Base for loading
and unloading Contractor's and Operator's Items on and off supply vessels. 1 4

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Turnkey Daywork

61. Transportation for Contractor's Items and its subcontractor's items and
personnel:

a. Routine transportation from point of origin to Operating Base; 1 1

b. Routine transportation from Operating Base to and return from

dockside and/or heliport; 1 4

c. Routine transportation from one Operating Base to another; 1 4

d. Temporary lodging, if required, and transportation from Operating

Base to and return from dockside and/or heliport and between
Operating Bases during evacuation due to weather or other safety
reasons pursuant to Paragraph 707(c); 3 3

e. Emergency transportation for Contractor, as required. 1 4

62. Transportation for Operator's Items and Personnel to dockside at Operating

Base or point of departure and return. 4 4

63. Dockside labor and equipment at Operating Base to load and unload
Contractor's and Operator's Items from or to land transportation and from
or to supply vessels. 1 4

64. Marine transportation for Contractor's Items and Personnel from dockside
to Drilling Unit and return. 1 4

65. Marine transportation for Operator's Items and Personnel from dockside to
Drilling Unit and return. 1 4

66. Marine transportation for Contractor's Personnel and its subcontractor's

personnel between Drilling Unit and Operating Base during evacuation
due to weather or other safety reasons. 3 3

67. Storage space at dock site for Contractor's Items. 1 4

68. Storage space at dock site and Operating Base for Operator's Items. 1 4

69. Onshore transportation for Contractor's shorebased personnel. 1 1

70. Onshore transportation for Operator's shorebased personnel. 4 4

71. Duties, fees, licenses, pilotage fees, wharfage fees, harbor fees and costs
or similar charges including any sales taxes or brokerage fees relative to
Contractor's Items and replacements or spare parts. 1 3

72. Duties, fees, licenses, pilotage fees, wharfage fees, harbor fees and costs or
similar charges including any sales taxes or brokerage fees relative to
Operator's Items and replacements or spare parts. 1 4

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Turnkey Daywork

73. Radio system from Drilling Unit to supply vessel and supply vessel to
Operating Base office or direct to Operating Base:

a. Radio system from Drilling Unit to Contractor's Office or shore base; 1 1

b. Radio operators. 1 4

74. All helicopter transportation as required including medical evacuation. 1 4

75. Helicopter refueling system aboard Drilling Unit including helicopter fuel
tanks, fuel tank stand, fuel pump filters, hoses and grounding systems. 1 4

76. Helicopter fuel and lubes. 1 4

77. Special or additional helicopter safety equipment aboard Drilling Unit. 1 4

78. Diver services as required. 1 4

79. Meals and quarters for all of Contractor's Personnel and its contractor's
and subcontractor's personnel and up to and including __________
Operator’s Personnel and Operator's third party personnel. 1 1

80. Meals and quarters for Operator's Personnel and Operator's third party
personnel in excess of __________ per day to be charged at $_________
per meal and $__________ per bed. 3 3

81. Waste storage, removal and disposal. (Operator to provide State and/or
Federal waste generator number, if required.) 4 4

82. Insurance as provided in Appendix E, except as provided below: 1 1

a. Well Control Insurance while operating on Turnkey Basis; 1 N/A

b Well Control Insurance while operating on Daywork Basis. N/A 4

83. Maintenance and repair including repair parts:

a. Of Contractor's surface equipment; 1 1

b. Rubber goods in Contractor's BOP's; 1 3

c. Of Contractor's subsurface equipment except as provided in

Paragraphs 1002 and 1003; 1 3

d. Of Contractor's subsurface mooring equipment including

pendant lines. 1 3

84. Extra labor (in excess of supply vessel's personnel) required aboard supply
vessels when alongside Drilling Unit to unload or load Contractor's and/or
Operator's Items. 1 4

85. Anchor piles, if required, and placement of same. 1 4

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Turnkey Daywork

86. Subsea equipment:

a. Wellhead equipment; 1 4

b. Wellhead connector from BOP stack to wellhead; 1 1

c. Subsea running tools for wellheads, if required; 1 4

d. Contractor's surface or subsea blowout preventer system as described

in Appendix B; 1 1

e. Wellhead temporary guidebase, if required; 1 4

f. Wellhead guide post structure, if required; 1 4

g. Jetting tools for jetting in conductor casing, if required; 1 4

h. Guide arms and bushings for drilling conductor hole and running
conductor casing, if required; 1 4

i. Repair and/or replacement for items (a), (c), (e), (f), (g) and (h). 1 4

87. Screens for shale shakers up to and including __________ mesh. 1 1

88. Screens for shale shakers above __________ mesh. 1 3

89. All screens for mud cleaners. 1 3

90. All equipment, supplies and services not specified above. 4 4

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 Revised October, 1995

APPENDIX E

INSURANCE REQUIREMENTS

Part I. Worker's Compensation and Employer's Liability Insurance

1. Worker's Compensation and Employer's Liability Insurance shall be provided in accordance with all applicable
federal, state, and maritime laws (including Death on the High Seas Act and Jones Act) which shall cover all
Contractor's Personnel performing work under this Contract.

2. Employer's Liability Maritime Limit:

$__________________________ per occurrence.

Part II. Comprehensive General Liability Insurance

Such insurance shall include premises, operations, contractual, Contractor's protective liability with a total combined
bodily injury and property damage limit of $__________________________ per occurrence.

Part III. Comprehensive Automobile Liability Insurance

Such insurance shall cover all of Contractor's owned, non-owned and hired automobiles with a total combined bodily
injury and property damage limit of $__________________________.

Part IV. Umbrella Excess Liability Insurance

Such insurance shall be over and above underlying coverages with limit of $__________________________.

Part V. Marine Insurance

1. Hull and machinery Insurance (including collision liability) shall be provided for the Drilling Unit owned or
chartered by Contractor and utilized in the performance of this Contract in an amount equal to the declared
value of the Drilling Unit.

2. Protection and Indemnity Insurance or equivalent comprehensive general liability insurance with watercraft
exclusion deleted shall be provided with a combined single limit of $___________________________ per
occurrence or the value of the Drilling Unit, whichever is greater.

Part VI. Well Control Insurance

Such insurance shall cover well control, redrilling, pollution and contamination with a limit of
$__________________________ in the aggregate for one well, such coverage to be endorsed to include coverage
for the subject well and to provide coverage for the benefit of both Operator and Contractor as their interest may
appear.

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APPENDIX F

FEDERAL REGULATIONS
(See Paragraph 1403)

The following clauses, when required by law, are incorporated in the Contract by reference as if fully set out:

1. The Equal Opportunity Clause prescribed in 41 CFR 60-1.4.

2. The Affirmative Action Clause prescribed in 41 CFR 60-250.4 regarding veterans and veterans of the Vietnam era.

3. The Affirmative Action Clause for handicapped workers prescribed in 41 CFR 60-741.4.

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